Code of Ethics

HoIP Telecom will conduct
its business honestly and ethically wherever we operate in the world.

We
will constantly improve the quality of our services, products and
operations and will create a reputation for honesty, fairness, respect,
responsibility, integrity, trust and sound business judgment. No illegal
or unethical conduct on the part of officers, directors, employees or
affiliates is in the company’s best interest.

HoIP Telecom will not
compromise its principles for short-term advantage. The ethical
performance of this company is the sum of the ethics of the men and
women who work here. Thus, we are all expected to adhere to high
standards of personal integrity.

Officers,
directors, and employees of the company must never permit their personal
interests to conflict, or appear to conflict, with the interests of the
company, its clients or affiliates. Officers, directors and employees
must be particularly careful to avoid representing HoIP Telecom in any
transaction with others with whom there is any outside business
affiliation or relationship. Officers, directors, and employees shall
avoid using their company contacts to advance their private business or
personal interests at the expense of the company, its clients or
affiliates.

No bribes, kickbacks or other similar
remuneration or consideration shall be given to any person or
organization in order to attract or influence business activity.
Officers, directors and employees shall avoid gifts, gratuities, fees,
bonuses or excessive entertainment, in order to attract or influence
business activity.

Officers, directors and
employees of HoIP Telecom will often come into contact with, or have
possession of, proprietary, confidential or business-sensitive
information and must take appropriate steps to assure that such
information is strictly safeguarded. This information – whether it is on
behalf of our company or any of our clients or affiliates – could
include strategic business plans, operating results, marketing
strategies, customer lists, personnel records, upcoming acquisitions and
divestitures, new investments, and manufacturing costs, processes and
methods. Proprietary, confidential and sensitive business information
about this company, other companies, individuals and entities should be
treated with sensitivity and discretion and only be disseminated on a
need-to-know basis.

Misuse of material inside
information in connection with trading in the company’s securities can
expose an individual to civil liability and penalties. Directors, officers, and employees in possession of material
information not available to the public are “insiders.” Spouses,
friends, suppliers, brokers, and others outside the company who may have
acquired the information directly or indirectly from a director,
officer or employee are also “insiders.” These Clauses prohibits insiders
from trading in, or recommending the sale or purchase of, the company’s
securities, while such inside information is regarded as “material”, or
if it is important enough to influence you or any other person in the
purchase or sale of securities of any company with which we do business,
which could be affected by the inside information. The following
guidelines should be followed in dealing with inside information:

Until
the material information has been publicly released by the company, an
employee must not disclose it to anyone except those within the company
whose positions require use of the information.

Employees
must not buy or sell the company’s securities when they have knowledge
of material information concerning the company until it has been
disclosed to the public and the public has had sufficient time to absorb
the information.

Employees
shall not buy or sell securities of another corporation, the value of
which is likely to be affected by an action by the company of which the
employee is aware and which has not been publicly disclosed.

Officers,
directors and employees will seek to report all information accurately
and honestly, and as otherwise required by applicable reporting
requirements.

Officers,
directors and employees will refrain from gathering competitor
intelligence by illegitimate means and refrain from acting on knowledge
which has been gathered in such a manner. The officers, directors and
employees of HoIP Telecom will seek to avoid exaggerating or disparaging
comparisons of the services and competence of their competitors.

Officers,
directors and employees will obey all Equal Employment Opportunity laws
and act with respect and responsibility towards others in all of their
dealings.

Officers,
directors and employees will remain personally balanced so that their
personal life will not interfere with their ability to deliver quality
products or services to the company and its clients.

Officers,
directors and employees agree to disclose unethical, dishonest,
fraudulent and illegal behavior, or the violation of company policies
and procedures, directly to management.

Violation
of this Code of Ethics can result in discipline, including possible
termination. The degree of discipline relates in part to whether there
was a voluntary disclosure of any ethical violation and whether or not
the violator cooperated in any subsequent investigation.